Terms for Veeam Data Cloud Vault Service Agreement

1. Definitions

1.1 “Advanced Edition” means utilization of Azure Blob Cool tier zone-redundant storage (ZRS) in your Azure data center of choice as referenced in Appendix A herein, not subject to limitations specified in Section 3 below.

1.2 “Egress” means data and/or traffic exiting the boundaries of Microsoft Azure cloud infrastructure, including, but not limited to, data restoration, testing, and retrieval.  

1.3 “Foundation Edition” means utilization of Azure Blob Cool tier locally redundant storage (LRS) in your country of choice as referenced in Appendix A herein, subject to limitations specified in these Terms.

2. Restrictions on Use of Vault Services

In addition to any user’s prohibitions on use, outlined in the EULA, while using Vault Services, You are not allowed to: 

a. upload to Your storage any data that has not been fully encrypted; and/or 

b. store any data generated not by Veeam Data Platform licensed to You by Veeam. 

3. Vault Services limitations

3.1. Data Restoration and/or Retrieval

Restoration and/or retrieval of data is permitted up to 20% of the total subscribed capacity within any one year without additional charges for Foundation Edition. Restoration and/or retrieval of data is permitted up to your actively consumed capacity within any one month without additional charges for Advanced Edition.

3.2. Services Limitations

3.2.1. Excess Data Retrieval Billing: Restoration and/or retrieval requests exceeding this allowance may incur additional charges.

3.2.2. Charge Limitations: Any additional charges will not exceed Microsoft's prevailing standard rates for read operations, data retrieval, and internet egress applicable at the time of overage.

3.2.3. Billing Schedule: Charges for services utilized beyond the included allowance will be billed in arrears.

4. Use of Services

4.1. Veeam grants You and authorized Users the right to access and use the Vault Services in accordance with the Documentation and these Terms within limitations set forth in the order during the Subscription Term for internal business purposes only.

4.2. You must select the desired region(s) for data storage at the time of purchase. Due to Azure's location-based pricing inconsistencies, pricing may vary by macro-region. 

4.3. In using the Vault Services, Egress is permissible via routing over the public Internet (ISP network) and not Microsoft Premium Global Network.

4.4. You shall be responsible for the actions of any users who may also utilize the Vault Services on Your behalf and their compliance with the terms of these Terms.

4.5. You may adjust storage capacity, measured in TB. Veeam will accept backup data exceeding the initially purchased TB capacity and notify You when utilization of the subscribed capacity reaches or exceeds 75%. Upon reaching 100% capacity or beyond, it is Your responsibility to procure additional capacity in 1TB increments for the remainder of the subscription to avoid overdue status. If capacity remains overdue, Veeam reserves the right to limit Your use of the Vault Services to a read-only state, allowing You to restore and/or retrieve data while preventing the addition of new data to storage.

4.6. You acknowledge that access to data in the Vault Services may be affected by various factors, including: (1) incomplete setup of backup or replication processes; (2) deletion of data without proper restoration or retention; (3) incorrect retention settings; (4) connection issues between your IT environment and the Vault Services; (4) not following Veeam’s guidelines and documentation; (5) unavailability caused by factors outside Veeam’s reasonable control, including but not limited to a force majeure event or failure of the third-party provider.  

5. Subscription

5.1. Subscription. Veeam provides access to the Services on a subscription basis, which may include, renewal payments, automatic renewal payments, and overages of storage utilization and/or Egress (each a “Subscription”). You will be charged fees (the “Subscription Fee”) during the initial term of Subscription and each renewal term of the Subscription based on the number of terabytes (TB) of storage for which you have purchased access rights during the Subscription Term and other scope limitations and associated fees that are applicable to your use of the Services. 

5.2. All fees are non-refundable and are payable in the currency specified on the order form.

5.3. The Subscription will automatically renew for successive periods of the same length, unless either party provides written notice of non-renewal 60 (sixty) days prior to the renewal date.   

6. Invoicing and Payment Terms

6.1. Veeam sets pricing for Vault Services and updates its website with current prices. Veeam may change fees or add charges with advance notice. Promotional offers may vary and apply only if directly provided to You.

6.2. You authorize Veeam to charge all amounts for the orders you place and any level of subscription you choose, as described here or published by Veeam, including all applicable taxes, to the payment method specified in your account. 

6.3. By activating a Subscription via an order form, you authorize Veeam to charge all accrued sums periodically until you cancel the recurring payments or your account.

6.4. You will be charged on the Subscription billing date for all fees and taxes for the initial term of Subscription or upcoming renewal term. The Subscription will continue until you cancel it or Veeam terminates it in accordance with these Terms. To avoid charges for the next period, You must cancel before it renews.

7. Security

7.1. You shall keep your shared keys secure, configure and enable encryption and immutability settings within Veeam Software policies and backup jobs, and ensure strong security on your systems. Failure to appropriately configure and enable these settings, including immutability and encryption, or to secure cryptographic keys may result in unauthorized access, for which Veeam is not responsible. If You notice any unauthorized use of your password, cryptographic keys, or a security breach, report it immediately by submitting a support ticket at https://www.veeam.com/support.html.

7.2. Veeam configures Azure Storage in your subscription to an immutable Write Once Read Many (WORM) state to protect your data from overwrites and deletions. You must configure and enable immutability settings within the policies or backup jobs in the Veeam Software.

8. Maintenance and Downtime

You acknowledge and agree that Veeam may, in its sole discretion, with thirty (30) days prior notice, modify the features and functionality of the Vault Services. Veeam strives to provide 24/7 availability of the Vault Services. However, occasional maintenance on the Services or underlying infrastructure may require downtime. For planned maintenance, Veeam will use commercially reasonable efforts to minimize downtime, notify You in advance, and schedule it to reduce global subscriber impact, including communicating the expected duration. For Third-Party Solutions not managed by Veeam, Veeam cannot guarantee advance notice or control over downtime caused by issues outside its control. Unplanned maintenance may also be necessary to ensure service continuity and performance; in such cases, Veeam will endeavor to notify You promptly, though advance notice may not always be feasible. 

9. Scheduled Downtime

Maintenance schedules will be communicated in advance and are planned during low-usage periods to minimize disruption. Customers will receive notifications through the Vault Services interface at least 48 hours prior to maintenance. However, Veeam may not be able to provide advance notifications or details regarding downtime if the downtime is due to issues with the Third Party’s Solution that are beyond Veeam’s ability to resolve. 

10. Warranties and Disclaimers

10.1. Service Warranty: Veeam warrants that for the Subscription Term the Vault Services will perform substantially in accordance with the documentation under normal use and circumstances and that it provides the Services using commercially reasonable care and skill. You agree to notify Veeam promptly of any service performance failures and to provide Veeam with a reasonable opportunity to remedy any such failures in accordance with the service levels provided. The warranty for the Vault Services shall end upon the termination or expiration of the Subscription Term.

10.2. Warranty Exclusions: The above warranty does not extend to the issues that arise as a result of misuse or use of the Vault Services in a manner contrary to the instructions provided by Veeam or modification of the Services by anyone other than Veeam. 

10.3. Disclaimer of Warranties: Except as specified in this Section 10, the Vault Services are provided under these Terms are provided “AS IS” and “AS AVAILABLE” with all faults and without warranty or indemnity of any kind. Veeam expressly disclaims all other warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of a course of dealing, usage, or trade. Veeam does not warrant that the Vault Services will meet your requirements or that the operation of the Vault Services will be uninterrupted or error-free.

10.4. Limitation of Remedies: Your exclusive remedy and Veeam’s entire liability under this warranty will be, at Veeam’s option, to provide remedial service through repair, replacement, or refund for the Vault Services that do not meet this warranty. Any repair or replacement service will not extend the Initial Term. 

11. Data Use and Privacy

11.1. Customer-Provided Data: Veeam is committed to protecting the privacy and security of any data, including backups, files, and other digital content, that the Customer uploads, stores, or otherwise transmits to Veeam in connection with the provision of the Vault Services (“Customer-Provided Data”). Where Veeam processes Customer-Provided Data, all data is processed in accordance with the Veeam Data Processing Addendum.

11.2. Data Ownership and Use: You retain all rights to Customer-Provided Data. Where Veeam processes Customer-Provided Data, Veeam may use Customer-Provided Data only to provide and improve the Services in accordance with these Terms, subject to the Veeam Data Processing Addendum (if applicable) and the Veeam Privacy Notice.

11.3. Diagnostics and Feedback: You agree that Veeam may collect and use technical data, system diagnostics, and usage information gathered as part of the Vault Services offerings to maintain, improve, and enhance the Vault Services. 

11.4. Compliance: You are responsible for ensuring that the use of the Vault Services complies with applicable data protection laws. If You are subject to: (a) GDPR, or (b) other applicable data protection laws requiring that processing be governed by a contract, You agree to the Veeam Data Processing Addendum.

12. Termination & Suspension

You may terminate these Terms for cause if Veeam materially breaches its obligations hereunder, and such breach remains uncured for thirty (30) days’ following written notice to Veeam. In case of material breach, Veeam will issue a partial refund for any prepaid but unused Vault Services corresponding to the period remaining after the effective date of termination. Veeam may also terminate or suspend the subscription for cause, including but not limited to breach of contract, non-payment, or violation of the usage terms, provided that You have been given thirty (30) days to cure such breach. Additionally, termination of EULA for any reason shall necessarily leads to the immediate termination of these Terms.

13. Governing Law

You agree the laws of the State of Delaware, USA, shall apply to any dispute arising from or in connection this Agreement without regard to its conflict of law principles and excluding the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You further agree that the federal or state courts located in Delaware, USA, will be the exclusive jurisdiction.